Brandywine Realty Trust (BDN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, and will be held virtually to maximize shareholder participation and reduce costs and environmental impact.

• Shareholders will vote on the election of six trustees, ratification of the external auditor, a say-on-pay advisory vote, and an amendment to the 2023 Long-Term Incentive Plan.

• The company emphasizes sustainability, social responsibility, and strong corporate governance, with significant investments in green-certified buildings and community initiatives.

• Business highlights include active portfolio management, strong liquidity, and ongoing development projects in key markets.

Voting matters and shareholder proposals

• Proposals include electing six trustees, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation, and amending the 2023 Long-Term Incentive Plan to increase shares and extend the plan term.

• Shareholders can submit proposals for the 2027 meeting in accordance with SEC rules and company bylaws.

• Proxy access and special meeting rights are available to shareholders.

Board of directors and corporate governance

• The board consists of six nominees with diverse backgrounds and expertise in real estate, finance, governance, and sustainability.

• Five of six trustees are independent; the CEO is not considered independent.

• Annual board evaluations, succession planning, and robust share ownership requirements are in place.

• The board maintains a separation between the chair and CEO roles and has a lead independent trustee.

• Committees include Audit, Compensation, Corporate Governance, and Executive, all with independent members.